Section 5-7A-2 Proceedings to Effect Consolidation, Merger or Transfer.
AI-assisted research summary: Before a bank consolidation, merger, or transfer can take effect, the bank’s directors, officers, stockholders, and the superintendent must follow the required steps.
Before such consolidation, merger or transfer shall become effective, the following proceedings must be had and done. The board of directors of each bank affected must pass a resolution stating that such consolidation, merger or transfer is desirable and order the officers of the bank to call a meeting of the stockholders to consider the proposition. Upon the passage of such resolution by the directors, the officers shall mail a notice of such meeting to each stockholder at his last known place of residence, postage prepaid, at least 30 days before the date set for the meeting of stockholders, which notice shall specify the date and place of the meeting and the purpose for which the meeting is to be held. A copy of the resolution must also be forwarded to the superintendent for his information, and he shall investigate the advisability of such consolidation, merger or transfer. On the day of the meeting of the stockholders, a resolution may be prepared setting forth the desirability of the consolidation, merger or transfer of the place of business of such bank, which shall set forth the terms, etc., of such consolidation, merger or transfer and such other matters as the stockholders may see proper, not contrary to law. If a majority of the stock is represented at such meeting and vote in the affirmative for such resolution and the superintendent shall approve all of the proceedings and it is his judgment that the same would be for the best interest of the institution or institutions affected, such resolution shall have the force and effect of consolidating or merging such institution with the other institution, provided such action of the other institution is likewise satisfactorily passed by its stockholders. If the proposition to transfer the place of business from one town or city to the other is affirmatively voted for by a majority of all the stock of the institution and the superintendent, after careful investigation, is of the opinion that it is wise to change or transfer the place of business to another town or city, such transfer shall be made.